BusinessLink.tv Services

1. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the following meanings:

" BusinessLink.tv Service " shall mean the BusinessLink.tv IP enabled streaming audio-video service selected on the Cover Sheet for the provision and viewing of the Programming and Custom Programming, if any, at Customer's Facility.

" Programming " shall mean the programming line-up identified on the Cover Sheet, which programming shall be subject to change at TWC Division's discretion. TWC Division shall use reasonable efforts to substitute similar or comparable programming in the event that any of the Programming ceases to be available for provision to the Customer.

" Custom Programming " shall mean Customer's custom programming identified on the Cover Sheet.

" TWC Division Equipment " shall mean all routers, cable modems and other equipment or material installed or supplied by TWC Division at the Customer Facility for the purpose of providing BusinessLink.tv Service.

" Customer's Facility " shall mean Customer's facility identified on the Cover Sheet.

" Customer System " shall mean Customer's IP enabled network at Customer's Facility, as well as any computers or other Connections.

" BusinessLink.tv Player " shall mean the end user software in executable form provided and licensed by TWC Division to Customer hereunder to be deployed on up to the number of Connections set forth on the Cover Sheet.

" Connections " shall mean each computer, CPU or other IP enabled video device located at Customer's Facility upon which the BusinessLink.tv Player is deployed.

" Collocation Space " shall mean the secure space in Customer's Facility identified for use by TWC Division for the installation and operation of the TWC Division Equipment for the provision of BusinessLink.tv Service hereunder.

" Professional Services " shall mean the customization and other professional services if any, agreed upon by the parties in a written statement of work attached hereto relating to the customization or implementation of the BusinessLink.tv Service for Customer at Customer's Facility.

" Service Affiliates " shall mean third parties that have contractual commitments with TWC Division in connection with the provision of BusinessLink.tv Service to the Customer, including any content, software or services provided in connection therewith.

" Term Commencement Date " shall mean the date when TWC Division's initial installation of the TWC Division Equipment is complete and the BusinessLink.tv Service is operational.

" Service Term " shall mean the term set forth on the Cover Sheet commencing on the Term Commencement Date.

2. Provision of Service. Subject to the terms and conditions of this Agreement, TWC Division agrees to (i) provide to Customer the BusinessLink.tv Service at Customer's Facility for viewing on up to the number of Connections set forth on the Cover Sheet, and (ii) provide to Customer the Professional Services, if any. Customer further acknowledges and agrees that TWC Division's provision of services hereunder is dependent upon Customer having obtained, and continuing to maintain, internet access from TWC Division under a separate agreement with TWC Division.

3. License Grant. Subject to the terms and conditions of this Agreement, TWC Division hereby grants to Customer a limited, non-transferable, non-assignable, non-sublicensable, non-exclusive license for the term of this Agreement to install and use the BusinessLink.tv Player in Customer's Facility for viewing on up to the number of Connections set forth on the Cover Sheet for the sole purpose of enabling use of the BusinessLink.tv Service for Customer's internal use in accordance with the terms hereof. Customer agrees not to use the BusinessLink.tv Player for any purpose except as expressly authorized herein.

4. Installation and Consents. Subject to Customer's compliance with the terms hereof, TWC Division will use commercially reasonable efforts to install and activate the BusinessLink.tv Service in accordance with TWC Division's standard policies by the requested start date specified on the Cover Sheet. Customer shall obtain and maintain throughout the term of this Agreement, such consents as are necessary to timely permit, and shall timely permit TWC Division and its subcontractors to access Customer's Facility, including the Collocation Space, at any time, for the following purposes: (i) to install, configure, maintain, repair, monitor, inspect, remove, replace and/or relocate the TWC Division Equipment: (ii) for the purpose of installing, delivering, monitoring, providing and maintaining the BusinessLink.tv Service and Professional Services to the Customer; (iii) as may be required by TWC Division's franchise agreement with the City of New York, and applicable laws, rules, and regulations, including, but not limited to, the rules and regulations of the Public Service Commission ("PSC") and the FCC; and (iv) to inspect the Customer's Facility, including the Collocation Space, at all reasonable times throughout the term of this Agreement to verify Customer's compliance with the terms hereof. Customer shall ensure that such personnel have a safe place to work while at Customer's Facility. Without limiting the foregoing, Customer shall ensure that the Collocation Space meets the technical requirements provided by TWC Division. Customer further acknowledges and consents to TWC Division's use of subcontractors to perform its obligations hereunder.

5. Support and Maintenance. TWC Division shall be responsible for maintaining the TWC Division Equipment and other TWC Division systems used by TWC Division to provide the BusinessLink.tv Service. TWC Division will provide a telephone number and email address for inquiries and remote problem support for the BusinessLink.tv Service. Customer shall identify up to three (3) Customer help desk personnel who are skilled and capable of understanding the BusinessLink.tv Service. TWC Division shall only be obligated to provide support to such identified personnel in accordance with TWC Division's support policies. Customer is responsible for interfacing with its employees. In no event shall TWC Division be responsible for providing such support for any network, equipment or software not provided and installed by TWC Division under this Agreement or for issues or problems beyond its direct control. In the event that a Customer employee requests support directly from TWC Division, TWC Division may, at its option, charge Customer at TWC Division's then-current rates for such support. Customer agrees to provide routine operational service support for TWC Division Equipment and service components collocated at Customer's Facility, including without limitation by performing reboots, as requested by TWC Division.

6 . Customer Obligations. Customer shall be responsible for installing and maintaining the Customer System and for all site preparation necessary to install and activate the BusinessLink.tv Service. Customer shall also conform the Customer System to TWC Division's then current network specifications and system requirements for the BusinessLink.tv Service. Customer shall only use the BusinessLink.tv Service (including all content transmitted via the service) in compliance with all applicable laws and regulations and the terms of this Agreement. Customer shall maintain the TWC Division Equipment free and clear of all liens and encumbrances and shall be responsible for loss or damage to the TWC Division Equipment while at Customer's Facility. As between the parties, Customer is solely responsible for (i) all use (whether or not authorized) of the BusinessLink.tv Service, which use shall be deemed Customer's use for purposes of this Agreement, and (ii) all content that is stored, viewed or transmitted by its employees.

7. Custom Programming. Customer hereby grants to TWC Division a non-exclusive license for the term of this Agreement to transmit, reproduce, perform, display and modify the Custom Programming for the purpose of including the Custom Programming as part of the BusinessLink.tv Service as described in this Agreement. Customer shall provide all Custom Programming in the format and delivery mechanism specified by TWC Division for inclusion in the BusinessLink.tv Service to Customer. Customer represents, warrants and covenants that (i) Customer has, and will maintain at all times during the term of this Agreement, all necessary rights in and to the Custom Programming to grant to TWC Division the rights in the Custom Programming as described in this Section 7, and (ii) Customer shall not make available on or via the BusinessLink.tv Service any Custom Programming that violates or infringes in any way upon the rights of others, that is unlawful, threatening, abusive, obstructive, harassing, libelous, invasive of privacy or publicity rights, that in the circumstances would be obscene or indecent, that constitutes hate speech, that is otherwise offensive or objectionable, or that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation. Without limitation of any other rights or remedies available to TWC Division, TWC Division may refuse to include in the BusinessLink.tv Service, or remove, Custom Programming that in its judgment violates these standards.

8. Payment. Customer agrees to pay the fees and charges set forth on the Cover Sheet or any exhibit attached hereto or statement of work entered into hereunder (collectively the " Charges "). These Charges only cover the services and licenses expressly set forth herein. Any additional work or upgrades or any non-standard installations or implementations will be subject to an additional charge. Charges will be billed to Customer monthly in advance and are due within thirty (30) days from the date of invoice. Customer shall be responsible for all use, sales and other taxes and governmental charges applicable to the services hereunder (which taxes and charges are not included in the Charges), except for taxes payable on TWC Division's net income. TWC Division shall have the right to increase the Charges after the initial Service Term upon thirty (30) days advance written notice to Customer. TWC Division may charge a late fee for all overdue amounts. The late fee will be the lesser of 1½% or the highest rate chargeable by law. Customer shall also be responsible for all costs of collection (including reasonable attorney's fees) to collect overdue amounts. In addition to the foregoing, and all other available remedies, TWC Division may discontinue the provision of the BusinessLink.tv Service and any Professional Services in whole or in part, until such overdue amounts, together with interest, are paid. TWC Division may charge a reasonable deinstallation charge for any BusinessLink.tv Service account that is terminated pursuant to this Agreement. TWC Division may require a security deposit, letter of credit, advance payment for Service or other reasonable assurances of payment from Customer. Customer shall notify TWC Division within ninety (90) days of the date of a bill of any error which Customer claims has been made on such bill. If Customer does not notify TWC Division of an error within such ninety (90) day period, TWC Division shall not be liable for any refund due to such error.

9. Term and Termination. Unless earlier terminated as set forth herein, this Agreement shall commence on the Effective Date and shall be in effect for the Service Term, and thereafter, shall automatically continue on a month-to-month basis, at TWC Division's monthly rate then in effect, until either party provides written notice to the other of its intent to terminate the Agreement upon thirty (30) days notice, unless other terms for renewal are agreed to by the parties in writing. In addition to the other express termination rights set forth herein, either party may terminate this Agreement upon written notice in the event the other party materially breaches this Agreement, and fails to cure such breach within thirty (30) days after written notice thereof. TWC Division may also suspend or discontinue the services hereunder in the event Customer fails to comply with applicable laws or regulations or the terms hereof, and TWC Division may charge a reconnection charge to restart the suspended service. Upon the termination or expiration of this Agreement, (a) TWC Division's obligations hereunder shall cease; (b) Customer promptly shall pay all amounts due and owing to TWC Division for services delivered prior to the date of termination or expiration and any applicable deinstallation fee, if any; (c) Customer promptly shall cease all use of any software provided by TWC Division hereunder, including the BusinessLink.tv Player, and shall return such software to TWC Division; and (d) Customer shall return to TWC Division or permit TWC Division to remove, in TWC Division's sole discretion, the TWC Division Equipment in the same condition as when received, ordinary wear and tear excepted. Customer shall be liable for damages, in the amount of TWC Division's then current charges, for any TWC Division Equipment that is lost, stolen, damaged (other than normal wear and tear) or which are not returned as provided herein. In the event this Agreement is terminated for any reason other than by Customer for TWC Division's material uncured breach, then Customer shall pay to TWC Division a termination charge equal to the full remaining balance due for the Service Term. The foregoing shall be in addition to any other rights and remedies that TWC Division may have under this Agreement or law relating to Customer's material breach.

10. Proprietary Rights. All materials, including the TWC Division Equipment, BusinessLink.tv Player, and other equipment, software, data or information developed or provided by TWC Division, any identifiers or passwords used to access the BusinessLink.tv Service or otherwise provided by TWC Division, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade secrets, any other proprietary rights inherent therein and appurtenant thereto, used by TWC Division to provide the services hereunder (collectively " TWC Division Materials ") shall remain the sole and exclusive property of TWC Division or its suppliers. Customer shall acquire no interest in the TWC Division Materials by virtue of the payments provided for herein. Customer may use the TWC Division Materials solely for Customer's use of the Service, subject to the further limitations set forth herein. Customer may not reproduce, modify, reverse engineer, or distribute the TWC Division Materials, or use them for the benefit of any third party. All rights in the TWC Division Materials not expressly granted to Customer are reserved to TWC Division. Customer will not open, alter, misuse, tamper with or remove the TWC Division Equipment as and where installed by TWC Division, and will not remove any markings or labels from the TWC Division Equipment, BusinessLink.tv Player or other software or materials indicating TWC Division (or its suppliers) ownership or serial numbers. The TWC Division Materials provided hereunder are to be used only during the term hereof, and may not be transferred, assigned, sublicensed or otherwise distributed to any third party.

11. Unauthorized Reception. Customer agrees to only use the BusinessLink.tv Service for the purpose of viewing the Programming and Custom Programming, if selected on the Cover Sheet, by Customer's employees for Customer's internal business purposes solely at the Connections. Customer shall take all necessary precautions to ensure that the BusinessLink.tv Service is received only by authorized parties, on authorized Connections, and that no part of the BusinessLink.tv Service is received at any other location, including but not limited to locations where an admission fee, cover charge, minimum or like sum is charged, or which is a commercial establishment such as a bar or restaurant). Additionally, without limiting the generality of the foregoing, Customer understands and agrees that, to the extent the BusinessLink.tv Service is made available in public areas (e.g., lobbies, waiting rooms, bars, restaurants), Customer shall be solely responsible for obtaining any required music performance rights arising as a result of the display of the BusinessLink.tv Service in such public areas. Further, without limiting the generality of any of the foregoing, Customer understands that the BusinessLink.tv Service is provided solely for use by Customer at Customer's Facility. Customer may not resell, redistribute or otherwise connect or provide access to the BusinessLink.tv Service, or any portion thereof, to any other person or entity, whether or not Customer receives compensation for such resale, redistribution, connection or provision.

12. Channel Usage. Customer shall not interfere with, alter or substitute any of the programs, information or content offered as part of the BusinessLink.tv Service, which are transmitted over any of the channels provided hereunder without the prior written consent of TWC Division. The BusinessLink.tv Service will be provided by TWC Division in an internet protocol format. Under no circumstances shall Customer have any right to encode, alter, reformat, delete or otherwise modify the BusinessLink.tv Service, including without limitation delivery method and any programming contained within the BusinessLink.tv Service, without the express written consent of TWC Division.

13. Modifications . TWC Division shall have the right, but not the obligation, (i) to upgrade, modify, replace and enhance the TWC Division Equipment (including related firmware), the BusinessLink.tv Player and the BusinessLink.tv Service through automatic downloads from the TWC Division web site or otherwise and take any action that TWC Division deems appropriate to protect the BusinessLink.tv Service and TWC Division facilities and equipment; and (ii) to change any aspect of the BusinessLink.tv Service, including the minimum system requirements. TWC Division also shall have the right to add to, modify or delete any provision of the Terms of Use or any BusinessLink.tv Service descriptions. TWC Division will notify Customer of any material adverse change in the Terms of Use or BusinessLink.tv Service descriptions by posting notice of such change on the TWC Division web site or by email. Customer's continued use of the BusinessLink.tv Service after such notice shall constitute Customer's acceptance of such change. TWC Division may audit Customer's use of the BusinessLink.tv Service remotely or otherwise, to ensure Customer's compliance with this Agreement. In the event that TWC Division's audit reveals that Customer's usage of the BusinessLink.tv Service exceeds Customer's rights hereunder, Customer shall pay TWC Division an amount equal to one and a half times the Charges that would have been due for such excessive usage as liquidated damages and not as a penalty. In addition, Customer shall either discontinue any excess usage or thereafter continue to pay the applicable Charges for such additional usage.

14. Disclaimer of Warranty. CUSTOMER AGREES THAT THE TWC Division EQUIPMENT, SOFTWARE, AND SERVICES HEREUNDER ARE PROVIDED BY TWC Division ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TWC Division MAKES NO WARRANTY THAT THE SERVICES, SOFTWARE, OR TWC Division EQUIPMENT WILL BE UNINTERRUPTED OR ERROR FREE. IN NO EVENT SHALL TWC Division OR any service affiliate be responsible for the completeness, accuracy, truth or content of any Programming or Custom Programming, including advertisements, commercials and public service announcement, contained in the BusinessLink.tv Service, and NEITHER TWC Division NOR ANY SERVICE AFFILIATE makes ANY warranties as to the Programming or Custom Programming, express or implied, including but not limited to any warranties of title or non-infringement or implied licenses of merchantability or fitness for particular purpose. TWC Division and its suppliers make no representations or warranties with respect to compatibility of the BusinessLink.tv Service and the Customer System. Customer hereby acknowledges that the provisions of this Section 14 shall apply to all content, software, and services included in or provided in connection with the BusinessLink.tv Service and are for the benefit of, and may be enforced by, any of the Service Affiliates.

15. Confidentiality. Customer agrees to maintain in confidence, and not to disclose to third parties or use, except for such use as is expressly permitted herein, the terms and conditions of this Agreement, the TWC Division Materials and any other information and materials provided by TWC Division in connection with this Agreement that are identified or marked as confidential or otherwise reasonably should be understood to be confidential. Each party agrees to notify the other immediately of any request or demand for disclosure, or unauthorized disclosure, of information contained in or concerning this Agreement.

16. Limitation of Liability. In no event will TWC Division or any Service Affiliate be liable for any indirect, incidental, consequential or special damages, or damages resulting from loss of actual or anticipated revenues or profits, whether in contract or tort, whether or not claimed to be due to such party's negligence, arising out of or in connection with this Agreement. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF TWC Division AND ALL SERVICE AFFILIATES FOR ANY REASON AND ALL CAUSES OF ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING WITHOUT LIMITATION CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY)) EXCEED THE FEES PAID OR OWED BY CUSTOMER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM ARISES. TWC Division shall not be responsible for, and Customer will not be entitled to any damages or remedy for any failure of the BusinessLink.tv Service that may be due to a Customer System fault or failure, including but not limited to, instances where such failure is due to Customer's failure to promptly provide TWC Division with access to Customer's Facility to inspect, monitor, repair, and/or replace the TWC Division Equipment, or that results from Customer's breach of any separate agreement with TWC Division for internet access. Customer hereby acknowledges that the provisions of this Section 16 shall apply to all content, software, and services included in or provided in connection with the BusinessLink.tv Service and are for the benefit of, and may be enforced by, any of the Service Affiliates.

17. Indemnification. Customer agrees to defend, indemnify and hold harmless TWC Division, its Service Affiliates and subcontractors and their respective officers, directors, employees and agents, from and against all claims, liabilities, damages and expenses, including attorneys' and other professionals' fees, arising out of or relating to the Custom Programming, the use of the BusinessLink.tv Service provided hereunder or any personal injury or property damage caused by the negligence or willful misconduct of Customer or its employees.

18. Force Majeure. TWC Division will not incur any liability under this Agreement for any delay, interruption, or failure to provide the BusinessLink.tv Service or the Professional Services and neither party shall be responsible for its failure to fulfill its obligations hereunder or for claims by third persons, if such delay, interruption, failure to perform, or third party claim is due to or arises out of an act of God, war, inevitable accident, fire, lock-out, strike or other labor dispute, riot or civil commotion, national disaster, act of government or government instrumentality, failure in whole or part of transmission facilities or any technical failure or other cause beyond either party's control.

19. Legal and Regulatory Changes. In the event of any change in applicable law, regulation, decision, rule or order that increases the costs or other terms of delivery of the BusinessLink.tv Service to Customer, Customer acknowledges and agrees that TWC Division may pass through to Customer any such increased costs. In addition, if TWC Division determines that offering or providing the BusinessLink.tv Service, or any part thereof, has become impracticable for legal or regulatory reasons or circumstances, then TWC Division may terminate this Agreement as to any or all of the BusinessLink.tv Service without liability by giving Customer thirty (30) days prior written notice (or such shorter notice as is required by law or regulation) of such determination.

20. Use of Names. Neither party may use the names, logos, insignias and/or photographs of the other party, in any press release, promotional material advertisement or other material released to the media, without the prior written consent of the other party.

21. General. This Agreement shall be subject to: (i) all applicable laws of the United States, the State and the City of New York and the orders, rules and regulations of any agency thereof, including, but not limited to, the Public Service Commission and the FCC, and (ii) the franchise agreement between TWC Division and the City of New York, as it is, or may be, amended or renewed. The parties expressly designate New York County as the forum where disputes will be heard. In the event that any portion of this Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties set forth herein, and the remainder of this Agreement shall remain in full force and effect. No modification or amendment to this Agreement, or waiver of any of the terms of this Agreement shall be binding unless in writing and executed by the parties hereto. No waiver of a breach of any term of this Agreement or a default hereunder shall be deemed a waiver of any other breach or default of this Agreement. Customer may not assign this Agreement or any of its rights or obligations hereunder without TWC Division's prior written consent, and any attempted assignment without such consent shall be void. Services Affiliates are third party beneficiaries to this Agreement. There are no other third party beneficiaries to this Agreement. The parties to this Agreement are independent contractors. All claims under this Agreement must be initiated not later than two years after the claim arose. Any notice required to be given under this Agreement shall be in writing, shall be delivered or mailed to Customer as set forth on the Cover Sheet and to TWC Division at TIME WARNER CABLE OF NEW YORK CITY, 20 East 23rd Street, New York, New York 10010, Attention: Vice President, Business Services, or such other address designed by the party by notice to the other party. Such notice shall be deemed to have been given: (a) when hand delivered and a receipt signed therefore; or (b) three (3) business days after the date it was sent by registered or certified mail, return receipt requested, postage and registration or certification fees prepaid. Sections 14 - 17 and 21 shall survive termination or expiration of this Agreement. The terms "include", "includes" or "including" shall be interpreted to be followed by "without limitation". This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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